End User License Agreement

This End User License Agreement (“EULA” or “Agreement”) is a legal agreement between you (“User,” “you,” or “your”) and E-Clients Consulting LP (“Licensor,” “we,” “us,” or “our”), governing your use of the Vocoding desktop application (“Software”) and any related services.

By downloading, installing, or using the Software, you agree to be bound by this EULA. If you do not agree, do not install or use the Software.

This EULA should be read alongside our Terms of Service, Privacy Policy, and Refund Policy.

1.1 Perpetual License

Subject to the terms of this Agreement and upon valid payment of the applicable license fee (currently EUR 147 for the Founder Edition), the Licensor grants you a perpetual, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software on devices you own or control, solely for your personal or internal business use.

1.2 Scope of License

“Perpetual” means the license does not expire for the major version purchased. Specifically:

• Individual license: 1 user, up to 3 personal devices owned by the licensee
• Team license: Up to 10 users, per-seat licensing
• Enterprise license: Custom terms per agreement

1.3 Updates and Versions

• Your license includes all minor updates and patches within the purchased major version (e.g., v1.0 through v1.x)
• Major version upgrades (e.g., v1.x to v2.0) may require a separate purchase or upgrade fee
• You always retain access to the version you purchased, regardless of future releases

1.4 License Activation

The Software is activated using a cryptographically signed license key tied to your account. We use device fingerprinting (a SHA256 hash of hardware identifiers) to verify the license is used within the permitted device limits. No personally identifiable hardware information is transmitted.

You may use the Software for:

• Personal and professional productivity
• Voice-to-text transcription (100% local processing)
• AI-assisted prompt optimization and content generation
• Commercial use within your business or profession
• Creating derivative works from your own transcribed and optimized content (you own your output)

You agree NOT to:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software (except to the extent permitted by applicable law, including EU Directive 2009/24/EC)
• Sublicense, sell, lease, rent, loan, distribute, or otherwise transfer your license or license key to any third party
• Share, publish, or distribute your license key publicly or privately to unauthorized users
• Modify, adapt, translate, or create derivative works based on the Software itself (this does not restrict your output content)
• Use automated systems, bots, or scripts to circumvent licensing, trial limitations, or device restrictions
• Remove, alter, or obscure any proprietary notices, labels, or marks
• Use the Software to record or transcribe another person's speech without their knowledge and consent, where such consent is required by applicable law
• Use the Software for any illegal purpose or in violation of applicable laws
• Attempt to gain unauthorized access to our systems, servers, or other users' accounts
• Distribute the Software or any portion thereof as part of another software product

4.1 Ownership

The Software, including all code, design, architecture, documentation, trademarks, logos, and content, is and remains the exclusive property of E-Clients Consulting LP and its licensors. This EULA does not grant you any ownership rights in the Software. All rights not expressly granted are reserved.

4.2 Your Content

You retain full ownership of:

• Your voice recordings (processed locally, never transmitted)
• Your transcribed text
• Your optimized prompts and generated output
• Your custom agent configurations and presets

We claim no ownership over your input or output. You are free to use, distribute, and commercialize your generated content without restriction.

4.3 Trademarks

“Vocoding,” the Vocoding logo, and related marks are trademarks of E-Clients Consulting LP. This EULA does not grant you any rights to use our trademarks without prior written consent.

The Software is designed with a privacy-first architecture:

• Voice processing: All speech-to-text transcription is performed 100% locally on your device using the Whisper model. No audio data is transmitted over any network.
• Local data: Your preferences, configurations, custom agents, and transcribed text are stored locally on your device. We have no access to this data.
• Platform data: Account information, license keys, and payment records are stored on our servers as necessary to provide the service.
• Cloud LLM (optional): If you enable cloud AI features, your transcribed text may be sent to your chosen LLM provider using your own API key (BYOK model). We do not proxy, log, or store these communications.

For complete details on data collection, processing, and your rights, please review our Privacy Policy.

The Software incorporates or integrates with the following third-party components and services:

6.1 Whisper (OpenAI)

• Purpose: Local speech-to-text transcription engine
• License: MIT License
• Runs entirely on your device; no data is sent to OpenAI

6.2 Ollama (Optional)

• Purpose: Local LLM runtime for AI processing without cloud dependency
• License: MIT License
• Installed separately by the user; runs entirely on your device
• No data is transmitted to any third party when using Ollama

6.3 Cloud LLM Providers (Optional, User-Selected)

• If you enable cloud AI optimization and provide your own API key, your transcribed text may be processed by providers such as Groq, OpenRouter, or others you configure
• You establish a direct relationship with these providers; their terms and privacy policies apply
• We are not responsible for the availability, accuracy, or security of third-party LLM services

6.4 Open-Source Notices

The Software may include open-source components subject to their respective licenses. A list of open-source components and their licenses is available within the Software under Settings > About > Open Source Licenses, and upon request at support@vocoding.com.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

We specifically disclaim all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that:

• The Software will be uninterrupted, error-free, or secure
• Transcription results will be accurate or complete
• AI-generated output will be suitable for your intended purpose
• The Software will be compatible with all hardware or software configurations
• Defects will be corrected in any specific timeframe

This disclaimer does not affect your statutory rights as a consumer under EU law (including Directive 1999/44/EC on consumer goods) or Canadian consumer protection law, which cannot be waived or limited by contract.

8.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS EULA OR THE SOFTWARE SHALL NOT EXCEED THE AMOUNT YOU ACTUALLY PAID FOR YOUR LICENSE.

8.2 Exclusion of Damages

To the maximum extent permitted by applicable law, we shall not be liable for any:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Cost of substitute goods or services
• Damages arising from reliance on AI-generated output
• Damages caused by third-party services (LLM providers, Ollama, etc.)

8.3 Consumer Protection

Nothing in this EULA shall limit or exclude our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be limited or excluded under applicable Canadian or EU law

9.1 Termination by You

You may terminate this EULA at any time by uninstalling the Software and destroying all copies in your possession. Your perpetual license to the purchased version survives voluntary account closure.

9.2 Termination by Us

We may terminate or suspend your license immediately, without prior notice, if:

• You violate any term of this EULA
• You engage in license key sharing, piracy, or circumvention of license restrictions
• You engage in fraudulent activity
• Required by law or legal process

9.3 Effect of Termination

Upon termination:

• Your license to use the Software is revoked
• You must uninstall the Software and destroy all copies
• Your locally stored data remains on your device (we have no ability to remotely delete it)
• Sections 4, 7, 8, 10, and 11 survive termination

9.4 Refund on Termination

If you are within the 30-day money-back guarantee period, you may request a full refund in accordance with our Refund Policy. After 30 days, termination does not entitle you to a refund.

This EULA is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any disputes arising out of or relating to this EULA shall be submitted to the exclusive jurisdiction of the courts of Ontario, Canada.

EU/EEA consumers: If you are a consumer habitually resident in an EU/EEA member state, you also benefit from the mandatory consumer protection provisions of the law of your country of residence, to the extent these provide greater protection. You may bring proceedings in the courts of your country of residence. The GDPR applies to the processing of your personal data regardless of where the data controller is established.

Spanish law: For users in Spain, this Agreement is also subject to the provisions of the Ley General para la Defensa de los Consumidores y Usuarios (Real Decreto Legislativo 1/2007) and the Ley 34/2002 de Servicios de la Sociedad de la Informacion (LSSI), to the extent applicable.

11.1 Entire Agreement

This EULA, together with our Terms of Service, Privacy Policy, Cookie Policy, and Refund Policy, constitutes the entire agreement between you and E-Clients Consulting LP regarding the Software.

11.2 Severability

If any provision of this EULA is held invalid, illegal, or unenforceable, the remaining provisions continue in full force and effect.

11.3 Modifications

We may update this EULA to reflect changes in the Software or legal requirements. Material changes will be communicated via email or through the Software at least 30 days before taking effect. Continued use after changes constitutes acceptance.

11.4 Assignment

You may not assign or transfer your rights under this EULA without our prior written consent. We may assign our rights in connection with a merger, acquisition, or sale of assets.

11.5 Language

This EULA is drafted in English. If translated into another language, the English version prevails in case of conflict.

If you have questions about this EULA:

• Operator: E-Clients Consulting LP
• Address: 2967 Dundas St W, No. 878, Toronto, Ontario, M6P 1Z2, Canada
• Email: support@vocoding.com
• Website: https://vocoding.com